When I Fall in Love
by starclouds
Summary: FM. Set somewhere in between 'The Engagement' and 'The Wedding' season 5. Fits anywhere in between the episodes. This is a songfic inspired by the song 'When I Fall in Love', the one particularly sung by Josh Groban and Celine Dion. Fran and Max are engag


_**Disclaimer:** This story was written for the sole purpose of entertainment only. No infringement of copyrights. I don't own The Nanny or any of the characters mentioned in this story. I also don't own the song 'When I Fall in Love'. Credits duly acknowledged to the writers and creators that were involved in any way to The Nanny and the song 'When I Fall in Love'._

**When I Fall in Love** by starclouds

Maxwell Sheffield sat back in his desk chair, furiously rubbing his temples. He had been so cooped up in his work today, he didn't even have time to get out of the office for some fresh air. Looking at the watch on his desk, he shook his head, realizing he should've been out of that place for hours.

His gaze wandered to a framed photograph of his family on his desk. It was taken during Brighton's confirmation aboard the cruise ship Galaxy, and he smiled at the memory. He picked up the picture and traced his finger on one particular person… Fran. Her smile brought about the warmth of a loving woman and Maxwell couldn't be more happier that soon, she will be his wife.

Placing back the photo on its original place, Maxwell stood up and set out to go find his fiancée. It was too late for anybody to be still up in this house, but he just wanted to see her before he went to bed. Standing in front of her door, he quietly knocked, turning the knob to check if it was locked.

"Fran?" Maxwell whispered. The door knob clicked quietly and the door opened, revealing Fran's darkened room. He stepped inside and found his fiancée curled up in bed, wearing an oversized sweatshirt and a pair of silk pajamas. "A sweatshirt? I didn't know she had a sweatshirt." Stepping beside her bed, he realized that it was one of his hooded sweatshirts, and he thought he had lost them from their trip before. Now he knew where this one went.

Sitting on the edge of her bed, Maxwell draped his right arm over her and caressed her cheek with the other. Something about her wearing his sweatshirt and looking so tiny and fragile made him feel so protective of her. Tucking a loose tendril of hair behind her ear, he took the chance of watching her sleep, a moment he knew he'd be the only other one who would be able to see. His eyes traveled all over the place; her face, her lips, her nose, her hair splayed all over her pillow. He smiled at this beauty before him and decided that he should go before she wakes up because of him.

Kissing her cheek for a brief moment, Maxwell took her left hand and stroked it with his thumb. "Sleep well my love. Dream of me. I love you." he whispered. He was about to go when Fran turned and blinked back sleepily at him.

"I love you too." Fran placed her hand on his cheek. "Honey, what are you doing still up?" she asked.

"Me? I just wanted to see my darling fiancée before I went to bed."

Fran pulled herself up from her bed. "Oh. You were just finishing up from downstairs?" she queried, waking herself up a bit.

Maxwell wrapped an arm around her slim waist. "Yes darling, I'm fine. How about you? You seem cold." He said, gesturing to the sweatshirt she was wearing. "Are you sure you're okay? It is a bit cold here."

"Oh, this? I found it in the closet. It makes me feel warm and comfy." She added, smiling brightly. "Don't worry. I think the heater's just malfunctioning or something. I'll tell Niles about it in the morning."

Maxwell's face changed to concern. He bloody didn't want her to feel cold tonight, he wants her to feel as comfortable as possible. "Well, since it's so cold here, and I don't think that my sweatshirt will keep you warm and toasty enough, why don't you go sleep in my room tonight? We'll get you back as soon as this gets fixed." He whispered softly, tucking an arm under her legs and her back. Fran looked back at him tenderly. "Are you sure you want me to sleep in your room tonight?" she asked.

"Of course. Why wouldn't I want you to be in my room tonight?"

She giggled. "Alright Maxwell Sheffield. I will sleep in your room tonight. But you promise to be a perfect gentleman and you will behave. Deal?"

"Deal." He laughed as he picked her up and headed to his room. "But after we get married, I am not going to promise that."

"Oh, that wouldn't be a problem." She slapped him playfully on the arm. Maxwell gently put her down the bed and pulled the covers down. Fran slipped in inside while she waited for Maxwell to finish dressing up for bed. Five minutes later, Max was settling himself beside her and Fran immediately cuddled up close to him. "Now I feel much better. It's so much warmer in here. Stay with me tonight, okay?" She sighed softly.

"That's one thing I want to do for the rest of my life." Maxwell replied silently, and realizing that Fran had fallen asleep, he let his tired body comply.

Fran sat in the kitchen, smiling. She had a good sleep, and she never felt anything better than being in the arms of the man that she loved. She felt a bit confused and didn't know what to do, she felt that she have just been taking things from Maxwell and that she isn't giving anything else back. Absentmindedly stirring her cup of tea, she didn't notice Niles come in laden with groceries.

"Oh, Miss Fine. You look positively glowing!" Niles exclaimed as he set down his purchases on the kitchen island. "You're up late; you must have had a good sleep."

"Niles, stop it." Fran smiled. "Come on Sir Yenta, you know where I slept last night."

"I believe it was a very comfortable and warm room." He replied, smiling back at his good friend. Fran set her gaze down on the table and sighed. "Now what seems to be the problem Miss Fine? I don't like the sound of that sigh." Niles remarked, sitting down on the chair beside her.

Fran looked up. "It's nothing, Niles. It's just…"

"Just what?"

"I don't know. I just feel so overwhelmed by all this. I can't believe Max actually stands through his promises. I've never met anyone who was that true to his word, not one of my boyfriends have ever been like that and most especially not Danny!"

Niles smiled coyly at her. "Then what is wrong with that Miss Fine? I've known Mr. Sheffield my entire life and that is just how he is, especially to the woman he loves. What seems to be bothering you?" he asked quietly.

Fran rested her head on her hands. "I don't know how much I can give back to him. He gives me my wishes and he stands true to his promises, I just don't know what I could give back to him so that he knows how much I appreciate those things he does to me." she said softly.

Niles took her left hand, where her engagement ring shone beautifully, and gave it a squeeze. "Do you see this ring Miss Fine?" She nodded. Tears were starting to spring up her eyes. "You do know how afraid he was of giving this to you, but he did. That is how much he fought for everything because he loves you and it was all because of you. Trust me Miss Fine, he will give you everything you would want to have, everything that money could buy, but you gave him something that is completely irreplaceable, something that wouldn't match all the millions in his bank account. And for that alone, he will be thankful."

"Where did you get that Niles? Have you been watching Oprah lately?" She asked, grinning teasingly at him. "You must've gone through a hell lot of things to get that outta him."

Niles shook his head. "Oh, I didn't get any of those from Mr. Sheffield. You see, I've lived with the man the moment he was born, and there are things I don't need to use my yenta skills on." He said and stood up giving her a final squeeze. "Don't worry Miss Fine; you don't need to give anything back to him because you already did." With that, Niles left the room leaving Fran with a head full of thoughts.

"Wow Fran, these dresses look great!" Maggie exclaimed as she took the dress sketches from her soon-to-be mom. She traced the outline of the long, flowing sleeves and the sort-of low scoop neckline of the drawing. "You made these?"

Fran smiled at the two wide-eyed girls sitting beside her. She loved these kids like they were her own and she was too happy that they are going to be part of her wedding. "Well, no honey. I can't draw anything like that. But my cousin Toddy can." She replied and looked at the sketches. "They look good don't they?"

"Yeah, they do! It's gorgeous!" Grace enthused excitedly. "I can't wait to wear a really good looking dress."

"Well of course they look good. I wouldn't want my angels not to wear anything less beautiful than they are." Fran answered, cupping the chins of both girls. "Meanwhile, ya like the creamy white color?" she asked.

Maggie and Grace giggled. "Yeah!" they said simultaneously. At that moment, Maxwell picked the time to walk in the room and greeted his three most favorite girls.

"Well, what is this racket about?" he asked smiling as he gave the two young girls a kiss on the cheek and a soft kiss on the lips to his fiancée, "What is everyone exclaiming about in here?"

"Daddy, daddy look at our dresses for the wedding!" Grace said, showing her father the sketches.

"They really look good Daddy! But we know it wouldn't compare to the dress you want to get for Fran." Maggie said, winking at her dad. Fran tilted her head and set her gaze on her now blushing fiancée.

Maxwell looked at the sketches. "Why, they are beautiful. Very, very beautiful." He remarked smiling. "Now, excuse me ladies, but I have to talk to my very beautiful fiancée first."

The two girls obliged. Kissing both adults on the cheek, Maggie and Grace left them for their bedrooms.

"Max, what was Maggie talking about my wedding dress? I haven't asked cousin Toddy to make sketches for me." Fran said, leaning against Maxwell's chest.

"You haven't. But I did. Funny really, I asked him to make a design of a wedding gown for you and he appeared really excited. He didn't even ask for any of your… erm… vital statistics. Or your size for that matter." Maxwell said, wrapping his arms tightly around her.

Fran smirked. "Well, he sure doesn't need my size. He knows the sizes of these curves all too well."

"Ah, that is one thing that I want to be the expert of."

"Soon, honey. Very soon. Alright, so I'll leave the wedding dress problem to cousin Toddy. Meanwhile, is that what you wanted to talk to me about?"

Maxwell shook his head. He inhaled the soft relaxing scent of Fran before continuing. "No sweetheart. I was here for something else."

"Which is?"

"I'm sorry if it is a bit late notice, but there is going to a formal black tie ball tomorrow night and I was going to ask you to come with me." Maxwell said as he turned Fran to face him. Fran looked at him in surprise.

"Honey, aren't you supposed to bring Ms. Babcock to these things? I mean, it must be…" Fran was cut off by Maxwell's finger on her lips.

"Sweetheart, it's not business. It's a charity ball and it's all for fun. I'm taking you because there's no need for me to bring C.C. along these things, not even to my backers' parties because now I have you."

"Oh, honey that's so sweet. But it's too late notice; I don't have anything to wear tomorrow night!"

Maxwell handed her his Gold card. "That's not a problem. I'm letting you go this afternoon. Just remember, it's formal and very sophisticated. Go get yourself something smashing."

Fran smiled. "Oh. Alright." She kissed him soundly on the lips before he turned to leave. "Maggie, Gracie, come down here we're going to Bloomies!" She called for the two girls to come down.

"You're bringing the children?" Maxwell asked, bewildered.

"Don't worry sweetie. I just need a bit of input." Fran winked as she followed the two girls outside.

By six o'clock the next night, Maxwell was waiting for Fran downstairs. He was a complete ball of nerves; he actually didn't tell Fran that this was an orphan charity ball and that the most prominent people were coming. She didn't need to know all that after the fiasco during the first party she attended as his fiancée. He trusted her well enough that she would be the perfect woman on his arm tonight.

And a perfect woman she is. Fran glided down the stairs in a pale gold strapless gown. Albeit the simple design, it looked fit enough for a queen to wear. Her hair was pulled up with a few tendrils running down the side of her face. Oddly enough, she wasn't wearing any jewelry except for a pair of small diamond earrings and her engagement ring. Maxwell wondered if she knew about the Cartier box inside the pocket of his tuxedo. But right now, he just stood at the foot of the stairs with his mouth hanging open and completely at awe with the beautiful creature standing in front of him.

Fran walked over to him and closed his hanging mouth. "This is all yours, Maxwell Sheffield." She whispered to him before turning towards the rest of the family. Maxwell just blinked and tried to contain all the tingling sensations he was feeling in his body. _'Good God, please don't let me jump her in the limo before the ball.'_ He thought desperately as he tried to control his reactions. Instead, he followed her into the living room where the whole family sat looking at Fran.

"Hubba, hubba, Miss Fine!" Niles said, holding the pristine white fur coat that Fran was about to wear. "That is some ensemble!"

Fran smiled and turned around. "Ya like? Grace picked it out for me and Maggie got the shoes." She said pulling the full skirt up and showed the three-inch stilettos she was wearing. "It's a bit low, but it'll do."

Maggie and Grace smiled at each other, glad to be of help. They were also the one who told Fran not to wear any jewelry, they felt that their father was about to pull a gift out of his tuxedo tonight. Grace prayed there will be; otherwise… well it was okay. Fran looked beautiful even without the ice.

"Wow Fran. Please promise me you're not going to get engaged to somebody else tonight." Brighton commented as he approached to look at her from head to toe.

"Don't worry honey, I won't. I'm already taken." She said winking. "Alright you guys, behave tonight okay? Grace, be in bed by nine and you two, go finish all your schoolwork tonight so we can go out tomorrow." Fran said and took each child with a hug. The three Sheffield kids hugged her back and kissed their father goodbye.

Brighton placed his hand on his father's back. "Dad, take care of Fran tonight, okay?" he said in mocking sternness. "Or you'll get it."

Maxwell chuckled at his son's behavior. "Not to worry, son. I'll make sure that I'll take care of her. Now you all go to dinner because we have to go." He turned towards his date. "Now that's all settled, may I now take you out to dinner, milady?" he asked as Niles helped him in his own coat after Fran had covered herself up.

"Of course, my Prince Charming." She replied, giving her hand to Maxwell and flashing her bright smile. Maxwell helped her inside the limo and slid in beside her, and soon the limo was cruising through the busy city streets.

Maxwell turned to look at Fran. "Forgive me for not saying this earlier, but you look absolutely beautiful tonight darling. I believe the children and Niles have all beaten me with the compliments they have given you." he said softly, kissing the back of her hand.

Fran placed her other hand on his cheek. "Of course not, honey. Nobody could compliment me better than you." she said, leaning closer to him and giving him a soft peck on the lips.

"Before anything else, I would like to give you something." He pulled a long black box out of his tuxedo's inside pocket and opened it. Fran gasped at the diamond necklace gleaming back at her. It was a simple diamond cluster necklace, a perfect match to the earrings she was wearing and her engagement ring. "I wondered if you knew about this, but I realized that you couldn't have because I just bought it before you came home this afternoon."

"Oh Max. This is so beautiful. And yes, I didn't know about this. It was Maggie and Grace's idea for me not to put on any jewelry except for these small pieces." She replied as Max put on the necklace on her.

"Well, I'd say they're good. They must've thought that I'd give something to you tonight."

Fran leaned on his shoulder. "Max, you shouldn't have."

"It's nothing, darling. I just want my fiancée to be the most beautiful woman on the ballroom tonight. And with that, she doesn't have to do a Cinderella." He said, playfully tapping her nose. Fran smiled and closed her eyes as the limo cruised its way into the New York traffic. Maxwell held her tightly and intertwined their fingers, feeling that certain closeness he felt when she was wrapped in his arms.

As soon as Max and Fran stepped foot inside the enormous ballroom of the Waldorf-Astoria, they have been surrounded by many of Maxwell's wealthy high society friends. Since the crazy fiasco from the dinner party they attended after they announced their engagement, Fran had kept to herself this evening. She had been very gracious to Max's friends and had subtly tried to hide her quirky personality to everyone. And it seems to have worked out, everyone liked her this way.

Maxwell noticed the change in Fran's demeanor when he got back from the men's room. Fran was standing quietly by herself on the balcony, staring wistfully at the city's bright lights. Not wanting to startle her, Maxwell gently wrapped his arms around her tiny waist as he called her name.

"Fran?" Maxwell whispered. Fran turned to look at him and smiled slightly. She relaxed into Max's tight embrace and let him talk. "What are you doing out here alone?"

Fran didn't reply, instead she sighed softly. "You don't like to stay inside?" he asked quietly.

"Mmm. Not really. I just felt I needed a bit time off from inside." She turned around and touched her forehead with his. "Don't worry about me, I'm fine." She said softly and smiled.

"If you say so, my darling." Maxwell mumbled. Dipping his head lower, he found himself crushing her lips into another mind blowing kiss. Breaking away from each other moments later, both gasping for air, Max looked at those dancing chocolate brown eyes. Fran stared back at his warm olive green eyes, all full of love and care for her. "I love you so much my darling. Would you care for a dance?" He whispered softly as reached out for her hand. She nodded and allowed him to steer her towards the dance floor. Max held her hand and rested his cheek in her temple as they danced.

"Max?"

"Hmmm?"

Fran looked up at her fiancée. Maxwell had his eyes closed, his arm wrapped tightly around her petite frame. "Can I ask you something?"

Max opened his eyes. "Anything, my love."

"When did you fall in love with me, Max?" she asked hesitantly and watched the emotions on his face. Maxwell looked back at her and smiled. He wasn't expecting this question but hell; it was something he should answer.

"Let me think about that. I'd say it is quite preposterous if I tell you that I fell in love with you the moment you stepped foot inside my house, yet oddly enough it feels that way." Max stated slowly, just like the slow sway of their dance. "But of course, to explain it further, when I met you, I must say that I was highly intrigued by you."

"Intrigued, Max?" she raised her eyebrow.

"Yes, intrigued. Well for me it was that, I've never met any woman quite like you before. And I certainly didn't know anyone who became so attached to my children within 24 hours of setting foot in my house. It was a bit disconcerting for me at the moment really because the children weren't the only ones who were becoming close to you. Everyday I became attracted to you though I try to keep it from everyone else." Maxwell drawled softly, their bodies touching from the closeness of their dance. "But honestly my dear, I think I fell in love with you somewhere… somewhere along the lines after your first anniversary." He smiled.

"Thank you for answering that honey." Fran whispered, leaning her head on his shoulder. "I just wanted to know."

"Can I ask you the same question Fran?"

"Hmm. I fell in love with you when you saved me during my camp reunion. Nobody has done anything that special for me and I guess you just captured my heart then." Maxwell gazed softly into her eyes and noticed a few tears rolling down her face. Taking his thumb, he gently wiped away the salty trail and Fran smiled. "I'm sorry honey; I don't know what came over me. Do I look awful? Is my mascara running?" she asked.

Maxwell kissed her nose and looked at her eyes, looking for the truth. "There is nothing wrong with that face. You look perfect to me." he said. She smiled and closed her eyes as she let Max lead their dance. "Sweetheart, I know there's something else inside you that you want to say. I can see it in your eyes. Why don't you just spill it to me?"

"Ya see sweetie. That's scary. You all know me too well. You should stop that." Fran chastised with a small smile on her face. "But since you know what's going on in my head, I guess I might as well answer ya."

Fran and Max twirled around the room, oblivious to the other couples dancing around them. Maxwell fixed his eyes on the love of his life as they danced to the romantic melodies the band was playing. Fran started again, "Max, I love you so much and you're the best thing that ever happened to me…"

"And you're the best thing that ever happened to me too." He cut in.

"Maaaax. Lemme finish first. I just want to thank you for everything you've given me… but I sorta feel… well, I feel like I'm not giving back as much to you, and I don't want that because it makes me look like I just keep on taking and taking things from you and…" Fran dawdled out with her words. Maxwell looked down at her lovingly and gently placed a hand in her mouth, stopping any further words that she was rapidly saying. He knew where this was going and he certainly knew how to answer her questions. She looked up apprehensively at him, surprised at his actions but was utterly relieved when he broke into a genuinely sweet smile.

"You don't need to give me anything else darling. You've given me something that I'd be treasuring my entire life." Maxwell whispered in her ear. "Trust me, it's nothing compared to all the things I've given you."

"Oh yeah? What is it, Maxwell Sheffield?" she asked.

Maxwell placed his hand over her heart. "Love, Fran. I've never felt so loved since Sara was gone. You brought it back to me. Thank you." he said solemnly, looking back at her eyes as they filled with tears again.

Fran let the silent tears roll down her cheeks. "Max, you're worth my whole heart. And it's yours completely."

"I know." Max smiled.

"Ya know what's funny?" Fran said, breaking into her usual bubbly self again. "Niles said the same thing to me too this morning."

Maxwell looked at her quizzically. "Said what thing?"

"That I've given you something irreplaceable. And now I know what it is."

Maxwell felt his heart warm at her words, and the realization that she was completely his filled his entire body. He felt her head rest on his shoulders and God, how he loved feeling her next to him. They swayed to the music and the two of them looked up when they heard the band playing a beautiful love song – When I Fall in Love. The deep resounding voice of the singer broke through their silent gaze and they smiled together.

"Is it a forever kind of love, Fran?" Maxwell wondered as he held her body closer.

"It most definitely is. I fell in love with you and it definitely will be forever." Fran replied, her smile reflected in Max's eyes. "Do I have your heart completely, Max?"

"Absolutely. My heart, my soul, my life… all yours." Max said softly, his eyes bearing all the love he could show her.

When I Fall In Love (sung by Celine Dion and Josh Groban)

When I fall in love

It will be forever

Or I'll never fall in love

In a restless world

Like this is

Love is ended before its begun

And to many moonlight kisses

Seem to cool in the warmth of the sun

When I give my heart

It will be completely

Or I'll never give my heart (Never give my heart)

And the moment I can feel that

You feel that way too (I feel that way too)

So when I fall in love (I fall in love…)

With you…

When I fall in love

It will be forever

Or I'll never fall in love (Or I'll never, never fall in love)

In a restless world like this is

Love is ended before it's begun

And to many moonlight kisses

Seem to cool in the warmth of the sun

Ohhhhhh…

When I give my heart

It will be completely

Or I'll never give (I'll never give…)

My heart (Oh, I'll never give my heart)

And the moment I can feel that

You feel that way too

Is when I fall in love

When I fall in love

When I fall in love with you...


End file.
